To
The Members,
Barak Valley Cements Limited
The Directors of your Company are pleased to present the 17th Annual Report
together with the Audited Accounts of the Company for the Financial Year ended 31st
March 2016.
1. FINANCIAL RESULTS
The summary of your Company’s financial performance during Financial Year ended 31st
March, 2016 is as under:
|
|
|
|
(Rs. in Lacs) |
|
Standalone |
Consolidated |
| Particulars |
Year Ended as at 31st March, 2016 |
Year Ended as at 31st March, 2015 |
Year Ended as at 31st March, 2016 |
Year Ended as at 31st March, 2015 |
| Revenue from Operations (net) |
10921.65 |
12843.22 |
12779.78 |
15739.48 |
| Other Income |
31.35 |
67.77 |
31.68 |
69.50 |
| Total Sales & other Income |
10953.00 |
12910.99 |
12811.46 |
15808.99 |
| Income before Finance cost, Depreciation and Amortization and Income tax |
745.41 |
1453.60 |
681.21 |
1851.99 |
| Less: Depreciation and Amortization expenses |
328.21 |
395.23 |
529.85 |
634.98 |
| Profit before Interest and Income Tax |
417.20 |
1058.37 |
151.36 |
1217.01 |
| Less: Finance Cost |
622.54 |
694.89 |
1014.83 |
1129.49 |
| Profit/Loss before Income Tax and exceptional items |
(205.34) |
363.48 |
(863.47) |
87.52 |
| Less: Exceptional Items |
1.55 |
6.09 |
(1.40) |
(181.37) |
| Less: Provision for Income tax |
- |
- |
- |
- |
| - Current Income Tax |
- |
- |
- |
- |
| - Deferred Tax liability/(Assets) |
8.18 |
(1.71) |
4.77 |
4.69 |
| Profit/Loss After tax |
(215.07) |
359.10 |
(866.84) |
(98.54) |
| Less: Balance brought forward from last year |
4429.15 |
4070.05 |
1722.21 |
1890.78 |
| Less: Depreciation Adjusted due to transition effect |
- |
- |
(69.78) |
70.03 |
| Profit available for appropriation |
4214.08 |
4429.15 |
925.14 |
1722.21 |
| Less: Appropriations: |
|
|
|
|
| Transfer to General Reserves |
|
|
|
|
| Proposed Dividend on Equity shares |
|
|
|
|
| Corporate Dividend Tax |
|
|
|
|
| Balance Transfer to Reserve and Surplus |
4214.08 |
4429.15 |
925.14 |
1722.21 |
2. SUBSIDIARIES
Your Company has seven wholly owned subsidiaries viz. (i) Cement International Limited,
(ii) Badarpur Energy Private Limited, (iii) Meghalaya Minerals and Mines Limited,(iv)
Singlacherra Tea Company Private Limited, (v) Goombira Tea Company Limited, (vi) Chargola
Tea Company Private Limited and (vii) Valley Strong Cements (Assam) Limited during the
year under review.
The annual accounts of the subsidiary companies will also be kept open for inspection
at the Head Office of the Company and of the subsidiary Companies concerned. The
Consolidated Financial Statements presented by the Company include the financial results
of its Subsidiary Companies & Associate Companies.
Your Company has formulated a policy for determining material subsidiaries and is
available at the Website of the at the below mentioned link:
"http://www.barakcement.com/PDF/Company%20Policies/POLICY%20FOR%20DETERMINING%20MATERIAL%20SUBSIDIARIES.pdf".
The statement containing the salient features of the financial position of
company’s subsidiaries for the year ended 31st March, 2016 in Form AOC-1
is attached.
Your Company does not have any Associate or Joint Venture.
3. CHANGES IN CAPITAL STRUCTURE
The Equity Shares of the Company are being traded on National Stock Exchange of India
Limited and BSE Limited, since 23rd November, 2007.
As at 31st March, 2016 the paid-up capital of the Company was Rs.
22,16,00,000/- divided into 2,21,60,000 Equity Shares of Rs. 10/- each and there was no
change in capital structure of your Company during the year under report.
4. OPERATIONS
5.1 Standalone
The Standalone turnover of the Company stood at Rs. 10921.65 Lakhs during the year
2015-16, which has been decreased in comparison to previous year turnover of Rs. 12843.22
Lakhs. Your Company has earned a Loss of Rs. 215.07 Lakhs during the financial year
2015-16, in comparison with the previous year profit of Rs. 359.10 Lakhs.
5.2 Consolidated
During the year 2015-16 the consolidated revenue from operations has been decreased to
Rs. 12779.78 Lakhs as compared to Rs. 15739.49 Lakhs in the period 2014-15. The
consolidated loss has also increased from Rs. 98.54 Lakhs in 2014-15 to Rs. 866.84 Lakhs
during the financial year 2015-2016.
5. DIVIDEND
The Board of Directors after considering the performance of the Company for the
Financial Year 2015-16 have decided to not to recommend dividend this financial year
2015-2016.
6. PUBLIC DEPOSITS AND BUY BACK OF SHARES
During the period under review, your Company has not accepted any deposit from public/
shareholders in accordance with Section 73 of the Companies Act, 2013 and rules made there
under and hence no amount of principal or interest was outstanding as on 31st March, 2016.
No Buy Back of Shares was proposed or pending during the Financial Year ended on 31st
March, 2016.
7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 forms part of the notes to the Financial Statements as
prescribed in the Annual Report.
8. RESERVES
During the year under review no amount was transferred to reserves.
9. STATE OF COMPANY'S AFFAIRS
The Company is principally engaged in the business of manufacturing of cement of
different grades and is marketing its product under the brand name "Valley Strong
Cement" and has also diversified its business in Power Generation and Tea Cultivation
lines through its subsidiaries.
All of these Business activities are carried out by the Company in the North East
Region. The financials of your Company along its subsidiaries had already been mentioned
in this report.
10. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There has been no such material change(s) and commitment(s) incurred during the
financial year i.e. affecting the financial position of the Company during the year under
report.
11. RELATED PARTY TRANSACTIONS
During the year under review, there was no material significant related party
transaction made by the Company and no promoters, KMP and other designated persons which
may have potential conflict with management of the Company at la rge. In the view of the
provision of Section 188 of the Companies Act, 2013 read with rules made there under and
Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 all the Related Party Transactions was placed before the Audit Committee and also
before the Board for approval. All the related party transactions that were entered into
during the financial year with subsidiaries were on an arm's length basis and were in the
ordinary course of business, hence no approval of shareholders in the General Meeting were
obtained for executing such transactions. Your Company had developed a policy on
materiality of Related Party Transactions for the purpose of identification and monitoring
of such related transactions.
The policy on Related Party Transactions as approved by the Board is uploaded on the
Company's website at the below mentioned Link: (http:/
/www.barakcement.com/PDF/Company%20Policies/POLICY%20FOR%20DETERMINING%20MATERIAL%20RELATED%20PARTY%20TRANSACTION.pdf).
In Pursuant to clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8(2)
of the Companies (Accounts) Rules, 2014, the disclosures with respect to
contracts/arrangements/transactions of its related parties has been prescribed Form-AOC-2
i.e. given separately as "Annexure A" and forms part of this Report.
12. COMMITTEES OF THE BOARD OF DIRECTOR’S
The composition and terms of reference of Audit Committee, nomination and remuneration
committee and stakeholders relationship committee have been furnished in the Corporate
Governance Report forming part of this Annual Report. There has been no instance, where
the board has not accepted the recommendation of audit committee, nomination and
remuneration committee and stakeholders relationship committee.
13. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting highest standards of professionalism, honesty, integrity
and ethical behavior.
The Company has a whistle blower/vigil Mechanism as required under section 177 of the
Companies Act, 2013 ad as per SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, the directors, senior executives and employees to report and freely
communicate their concerns about the unethical behavior, actual or suspected, fraud or
violation or any illegal or unethical practices of the Company's code of conduct and
ethics policy. The Whistle Blower Policy ensures that strict confidentiality is maintained
whilst dealing with concerns and also that no discrimination will be meted out to any
person for a genuinely raised concern.
The Whistle Blower Policy is provided on the website of the Company at the following
link: http://www.barakcement.com/index384c.html. The contact details of the Vigilance and
Ethics Officer is as under:-
Name - Shri Mukesh Agarwal
Address -Debendra Nagar, Jhoombasti, P.O. Badarpur Ghat, Distt. Karimganj,
Assam-788803
Email-magarwal.bvcl@gmail.com
Contact No.- +91-9435078960
14. RISK MANAGEMENT
Business Risk evaluation and management is an ongoing process within the Company and in
order to cater the risk factors associated with business environment, your Company had
framed Risk Management Policy. The detailed exercise on the framed policy was carried out
covering the entire gamut of business operations involving identification, assessment, and
classification of areas involving high risk/low risk and in view of these activities,
Board has arrived on the conclusion that there has been no such major business risks that
may threaten the existence or the going concern basis of the Company.
As per Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has laid down policy to inform Board members about the
risk assessment and minimization procedures.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company does not fall within the ambit of Section 135 of the Companies Act, 2013
read with Companies (Corporate Social Responsibility Policy) Rules, 2014.
16. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe
operations. The Company's policy requires conduct of operations in such a manner, so as to
ensure safety of all concerned, compliances environmental regulations and preservation of
natural resources as required by the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013, your Company has formulated and implemented a
policy on prevention of sexual harassment at workplace with a mechanism of lodging
complaints. During the year under review, there has been no complaint received or
outstanding from directors, senior executives or any employees as on Year Ended 31st
March, 2016.
17. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTOR’S, KEY MANAGERIAL PERSONNEL
& SENIOR MANAGEMENT EMPLOYEES
The Existing Directors Composition of the Company has an adequate mix of Executive,
Non-Executive and Independent Directors to ensure and maintain the independence of the
Board, and separate its functions of Governance and Management. As on March, 31 2016, the
Board comprises of 10 members 5 (Five) of whom are Executive and Non-Executive Directors
and 5 (Five) are Independent Directors (including One Women Director in pursuant to the
compliance of Section 149 of the Companies Act, 201 3). The Board periodically evaluates
the need for its change in its composition and size.
The Board has framed a Remuneration policy for selection, appointment and remuneration
of Directors, Key Managerial Personnel and Senior Employees including criteria for
determining qualification, positive attributes, independence of director and other matters
provided under sub-section (3) of section 178 has been described in the Corporate
Governance Report. We affirm that the Remuneration paid to the Directors, Key Managerial
Personnel and Senior Management Employee is as per the terms laid out in the Nomination
and Remuneration policy of the Company.
18. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board shall monitor and review the board
evaluation framework. The Companies Act, 2013 states that a formal evaluation is need to
be made by the board of its own performance and the performance of its committees and
individual directors. Schedule IV of the Companies Act, 2013 states that the performance
evaluation of the Independent director shall be done by the entire Board of Director
excluding the Director being evaluated. The criteria in which the evaluation has been
carried out has been explained in the Corporate Governance Report.
19. DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Asso ciation of the Company Sh. Mahendra Kumar Agarwal and Sh. Prahlad Rai
Chamaria as Directors of the Company, is liable to retire by rotation and being eligible,
offers themselves for re-appointment.
The term of existing Independent Directors has not expired, therefore none of the
Independent Directors stands for Re-appointment.
The shareholders of the Company approved the re-appointment of Sh. Bijay Kumar Garodia
and Sh. Santosh Kumar Bajaj as Directors of the Company, who were liable to retire by
rotation in the Annual General Meeting of the Company held on 23rd of September, 2015. The
following personnel are the Key Managerial Personnel of the Company;
1) Company Secretary : Smt. Bhavna Jangid (till 30.05.2015), Shri Varun Kapoor (w.e.f.
01.06.2015 to 12.10.2015) & Shri Divyang Jain (w.e.f. 16.10.2015 to till date).
2) Chief Financial Officer : Shri Sushil Kumar Kothari
20. DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from each independent director under section
149(7) of the Companies Act, 2013, that he/she meets the criteria defined under section
149(6) of the Companies Act, 2013.
21. BOARD MEETINGS
The Board met 4 (four) times and 4 (four) audit committee meetings were convened and
held during the financial year 2015-16. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013 and in Regulation 17(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
22. DIRECTORS RESPONSIBILITIES STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) read with 134(5) of the Companies Act, 2013:
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently
and made judgment and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period; (c) The directors had taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively;
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
23. AUDITORS
23.1 Statutory Auditors
The Statutory Auditors of the Company M/s Kumar Vijay Gupta & Co., Chartered
Accountants, hold office from the conclusion of this Annual General Meeting until the
conclusion of the 18th Annual General Meeting to be held in the year 2017 of the Company
and have confirmed that their re-appointment, if made, would be within the prescribed
limits under Section 139 of the Companies Act, 2013. They also satisfy the qualifications
laid under section 141 of the Companies Act, 2013. They have sought re-appointment and
have confirmed that their appointment, if made, shall be within the limits laid down under
Section 141(3) (g) of the Companies Act, 2013. Further M/s Kumar Vijay Gupta & Co. has
subjected themselves to the peer review process of ICAI and holds a valid certificate
issued by the Peer Review Board of ICAI and Considering their work experience, knowledge
and profile the Board of Directors proposes the Re-appointment of M/s Kumar Vijay Gupta
& Co., Chartered Accountants, as Statutory Auditors of the Company on the
recommendation of Audit Committee, to hold the office from the conclusion of ensuing
Annual General Meeting until the conclusion of next Annual General Meeting and to fix
their remuneration.
Members are requested to consider and approve their appointment as Statutory Auditors
of the Company and are also requested to empower the Board of Directors for ratification
of Auditors Remuneration.
The notes to the accounts referred to in the Auditors Report are self explanatory and
therefore, do not call for any further comments.
23.2 Cost Auditors and Cost Audit Report
Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company
in respect of manufacturing activities is required to be audited. Your Directors have, on
the recommendation of the Audit Committee, appointed M/s. Nirmalendu Kar Purkayastha, Cost
Accountants a s Cost Auditors of the Company to conduct the Audit of the Cost records for
the Financial Year ended 31st March, 2016.
M/s. Nirmalendu Kar Purkayastha, Cost Accountants (Firm Registration No. 10064) have
expressed their willingness to be appointed as Cost Auditors of the Company for ensuing
financial year. The Audit Committee has recommended the appointment of M/s. Nirmalendu Kar
Purkayastha, Cost Accountants as Cost Auditors of the Company for the financial year
2016-17 subject to the approval of the Board and ratification of their remuneration by
shareholders in the General Meeting of the Company.
24. SECRETARIAL AUDITOR
In terms of the provisions of Section 204 of the Companies Act, 2013 read with rules
there under, the Board had appointed M/s. Vidhi Chaudhary & Associates, Company
Secretary in Practice (C.P No. 12014) as Secretarial Auditor of the Company for the
financial year ended 31st March, 2016. The Secretarial Audit Report is annexed herewith as
"Annexure C". The report of the Secretarial Auditor does not contain any
Adverse Remarks, Reservations and Qualifications. The Report is self-explanatory and doe s
not call for any further comments.
25. AUDIT COMMITTEE
Your Company has an Audit Committee, in terms of Section 177 of the Companies Act, 2013
and as per Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the further details of Audit Committee are provided in the Corporate
Governance Report.
26. INDEPENDENT AUDITORS' REPORT
Statutory Auditor had on the basis of examination and scrutiny of books, records,
financial statements and other information thereon had ratified that there has been No
Qualifications, Reservation or Adverse Remarks or Disclaimer in the Independent Auditor's
Report. However, notes on Accounts referred to the Independent Auditor's Report are self
explanatory and thereafter do not call for further comments. The Board considering the
aforesaid acclaimed the conduct of business operation and management of the Company.
27. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 has been given separately as "Annexure B" and forms
part of this Report.
28. INSURANCE
All the properties of the Company including building, plant and machinery and stocks,
where necessary and to the extent required have been adequately insured against major
risks.
29. EXTRACT OF ANNUAL RETURN
In terms of the requirement of Section 134(3) of the Companies Act, 2013 the extract of
the Annual Return in form MGT 9 is annexed herewith as "Annexure D".
30. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure
E".
31. PARTICULARS OF EMPLOYEES
The information on pursuant to Section 197(12) read with Rule, 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed
herewith as "Annexure F"
32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company and its subsidiaries. Based on the
report of internal audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.
33. CORPORATE GOVERNANCE REPORT
Your Directors reaffirm their continued commitment to good corporate governance
practices. During the year under review, your Company was in compliance with the erstwhile
provisions of Clause 49 of the Listing Agreement and in pursuant to clause 17 to 27 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicable w.e.f-
1st of December, 2015 with the stock exchange(s) relating to corporate
governance.
The Report on Corporate Governance in terms of clause 49 of the erstwhile Listing
Agreement and under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 the Report on Corporate Governance is
annexed and forms part of the Annual Report of the Company. A certificate from the
Auditors confirming compliance with the conditions of Corporate Governance is also
annexed.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year, No significant orders have been passed by any regulatory authority or
by any court.
35. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements have been prepared in accordance with the
provision of the Companies Act read with the Companies (Accounts) Rules, 2014, applicable
accounting standards and provisions of the Listing Regulations forms part of the Annual
Report.
36. APPRECIATION
Your Directors would like to express their appreciation to the Investors, Banks,
Financial Institutions, Clients, Vendors, Central and the State Government and other
Regulatory Authorities for their assistance, continued support, co-operation and guidance
during the year under review. Your Directors also wish to place on record their deep sense
of appreciation for the committed services by the Company's executives, staff and workers.
|
For BARAK VALLEY CEMENTS LIMITED |
|
Sd/- |
|
(Bijay Kumar Garodia) |
|
Chairman and Whole Time Director |
|
DIN : 00044379 |
| Place: Delhi |
Add: CF-366, Salt Lake City, |
| Date: 30.05.2016 |
Kolkata, West Bengal - 700 064 |
Annexure A
Form No. AOC-2
Particulars of Contracts/arrangements made with the related parties
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014)
This Form pertains to the disclosure of particulars of
contracts/arrangements/transactions entered into by the company with related parties
referred to subsection (1) of Section 188 of companies Act, 2013, including certain arms
length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm's length basis:
During the year ended March 31, 2016, the contracts and arrangements with related party
were done at arm's length basis.
2. Details of material contracts or arrangements and transactions at Arm's Length
Basis:
| S.No. |
Name of the Related Party |
Nature of Relationship |
Nature of Contract/ Transaction |
Duration of Contract / Transaction |
Silent terms of the contracts or arrangements or transactions including the value,
if any |
Amount (Rs. In Lacs) |
| 1. |
Cement International Limited |
Wholly Owned Subsidiary |
Sale of Stores, spares and other services |
Ongoing |
Transaction based at market prices |
142.94 |
|
|
|
Sale of Finished / Semi finished goods |
Ongoing |
Transaction based at market prices |
588.72 |
| 2. |
Meghalaya Minerals & Mines Limited |
Wholly Owned Subsidiary |
Purchase of Raw Material & Goods |
Ongoing |
Transaction based at market prices |
1352.91 |
|
|
|
Sale of Stores, spares and other services |
Ongoing |
Transaction based at market prices |
36.61 |
| 3. |
Badarpur Energy Private Limited |
Wholly Owned Subsidiary |
Sale of Stores, spares and other services |
Ongoing |
Transaction based at market prices |
5.95 |
|
|
|
Loans & advances Given |
Ongoing |
Transaction based on Arm's Length Basis |
161.87 |
| 4. |
Goombira Tea Company Limited |
Wholly Owned Subsidiary |
Sale of Stores, spares and other services |
Ongoing |
Transaction based at market prices |
5.40 |
|
|
|
Loans & advances Given |
Ongoing |
Transaction based on Arm's Length Basis |
52.35 |
|
|
|
Investment in Shares |
Ongoing |
Transaction based at Fair market valuation |
49.50 |
| 5. |
Chargola Tea Co. Pvt. Ltd |
Wholly Owned Subsidiary |
Sale of Stores, spares and other services |
Ongoing |
Transaction based at market prices |
0.06 |
| 6. |
Valley Strong Cements (Assam) Limited |
Wholly Owned Subsidiary |
Loans & advances Given |
Ongoing |
Transaction based on Arm's Length Basis |
0.79 |
|
|
|
Investment in Shares |
Ongoing |
Transaction based at Fair market valuation |
20.40 |
| 7. |
Singlacherra Tea Co. Private Limited |
Wholly Owned Subsidiary |
Loans & advances Given |
Ongoing |
Transaction based on Arm's Length Basis |
0.06 |
Annexure C
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31 March 2016
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2016
To,
The Members,
BARAK VALLEY CEMENTS LIMITED
We have conducted the secretarial audit of the compliance of applicable statutory
provisions and the adherence to good corporate practices by BARAK VALLEY CEMENTS LIMITED
(hereinafter called the company). Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conducts/statutory compliances
and expressing my opinion thereon.
Based on our verification of the BARAK VALLEY CEMENTS LIMITED books , papers, minute
books, forms and returns filed and other records maintained by the company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit. We hereby report that in our opinion, the company
has, during the audit period covering the financial year ended on 31 March 2016 complied
with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject
to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other
records maintained by BARAK VALLEY CEMENTS LIMITED ("the Company") for the
financial year ended on 31 March 2016 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made
thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made
thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 ('SEBI Act'):-
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regula tions, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009;
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999;
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share
Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)
Regulations, 2009; and (h) The Securities and Exchange Board of India (Buyback of
Securities) Regulations, 1998;\
(vi) The laws applicable specifically to the Company are as under:
1. Factories Act, 1948;
2. Industrial Dispute Act, 1947;
3. The Payment of Wages Act, 1936;
4. The Minimum Wages Act, 1948;
5. Employees' State Insurance Act, 1948;
6. The Employees' Provident Fund and Misc. Provision Act, 1952;
7. The Payment of Bonus Act, 1965;
8. The Payment of Gratuity Act, 1972;
9. The Hazardous Waste (Management, Handling & Transboundary Movement) Rules, 2008;
10. The Water (Prevention and Control of Pollution) Act, 1974; 11. The Air (Prevention
and Control of Pollution) Act, 1981.
12. Petroleum Act, 1934
13. The Standards of Weights & Measures (Enforcement) Act, 1985
We have also examined compliance with the applicable clauses of the following: (i)
Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with National Stock Exchange
and Bombay Stock exchange;
During the period under review the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that -
The Board of Directors of the Company is duly constituted with proper balance of
Executive Directors, Non-Executive Directors and Independent Directors. The changes in the
composition of the Board of Directors that took place during the period under review were
carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and
detailed notes on agenda were sent at least seven days in advance, and a system exists for
seeking and obtaining further information and clarifications on the agenda items before
the meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members' views are captured
and recorded as part of the minutes.
We further report that there are adequate systems and processes in the company
commensurate with the size and operations of the company to monitor and ensure compliance
with applicable laws, rules, regulations and guidelines.*
|
For Vidhi Chaudhary & Associates |
|
Practicing Company Secretary |
|
Sd/- |
|
Vidhi Chaudhary |
| Place : Delhi |
( Proprietor) |
| Date : 24 / 05 / 2016 |
ACS - 27685 |
|
C P No.: 12014 |
*NOTE: This Report is to be read along with the letter attached as ANNEXURE - 1
ANNEXURE - 1
To,
The Members,
BARAK VALLEY CEMENTS LIMITED
Our Secretarial Audit report of even date is to be read along with this letter.
Management's Responsibility
1. It is the Responsibility of the management of the Company to maintain secretarial
records, device proper system to ensure compliance with the provision of all applicable
laws and regulations and to ensure that the system are adequate and operate effectively.
Auditor's Responsibility
2. My responsibility is to express an opinion on these secretarial records, system,
standards and procedures based on our audit.
3. We have not verified the correctness and appropriateness of financial records and
Books of Accounts of the Company.
4. Where ever required, we have obtained the management's representation about the
compliance of laws, rules and regulations and happening of event etc.
5. The Compliance of the provision of Corporate and other applicable laws, rules,
regulations, standard s is the responsibility of management. Our Examination was limited
to the verification of procedures on test basis.
Disclaimer
6. The Secretarial Audit Report is neither an assurance as to the future viability of
the Company nor of the efficacy or effectiveness with which the management has conducted
the affairs of the Company.
|
For Vidhi Chaudhary & Associates |
|
Practicing Company Secretary |
|
Sd/- |
|
Vidhi Chaudhary |
| Place : Delhi |
( Proprietor) |
| Date : 24 / 05 / 2016 |
ACS - 27685 |
|
C P No.: 12014 |
Annexure E
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO[PURSUANT TO PROVISIONS OF SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH THE
COMPANIES (ACCOUNTS) RULES, 2014]
A) CONSERVATION OF ENERGY-
a) The Steps taken or Impact on Conservation of Energy-
(i) 72000 m3/Hr. Capacity Pulse Jet with PTFE Bags installed to filter the Dust from
the Exhaust Dust Ladder Air.
(ii) Hot Meal Circulation along with Fresh Feed to Raw Mill No.3 to increase the output
and reduce the power consumption. (iii) Mixing Tyre Dust in Pulverized Coal in Firing
System.
(iv) Purchase of Power from Power Access as per the day to day requirement.
b) The Steps taken by the Company for Utilizing Alternate Sources of Energy-
(i) Use of Waste Heat in Drying the Saw Dust and Bamboo Dust. (ii) Direct Firing of Saw
Dust and Bamboo Dust.
(iii) Use of Tyre Dust.
c) The Capital Investment on Energy Conservation Equipments provided in the sub-point
(a) of the above- is Rs. 10 lacs.
B) TECHNOLOGY ABSORPTION-
(i) The efforts made towards technology absorption-
Researches and Development (R&D) - Pulverized Coal Firing and Saw Dust Firing
together from separate line.
(ii) The benefits derived like product improvement, cost reduction, product development
or import substitution:
Saving in coal and power by 1% to 1.5%
(iii) In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year), following information may be furnished: During
the year under review, the Company has imported the Machinery worth of Rs. 1,474,620, from
Germany.
(iv) The expenditure incurred on Research and Development is: Nil C) FOREIGN
EXCHANGE EARNINGS AND OUTGO-
Due to demand supply gap in North Eastern areas, the Company is able to sell its entire
production in the domestic market itself. Hence, the Company is not engaged in any
relating to import or export.
| Foreign Exchange Earned |
Nil |
| Foreign Exchange Used |
Rs. 865,920/- towards travelling expenses |
|
Rs. 14,74,620/- towards imports of Machinery |
Annexure F
DISCLOSURE IN DIRECTORS' REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013
READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), RULES, 2014
(A) Information as per Rule 5(1) of the Chapter XIII, Companies(Appointment &
Remuneration of Managerial Personnel) Rules, 2014:
(i) The Ratio of Remuneration of each Director to the Median of Remuneration of
Employee of the Company for the Financial Year stood as:
| Name & Designation of Director |
Remuneration (In Rs.) |
Median Remuneration(In Rs.) |
Ratio |
| Kamakhya Chamaria (Managing Director & Vice Chairman) |
24,00,000 |
1,26,402 |
18.98:1 |
During the year under report, No other director was remunerating except Mr. Kamakhya
Chamaria, Vice Chairman & Managing Director of the Company as disclosed in the above
table.
(ii) The Percentage increase in Remuneration of each Director, Chief Financial Officer,
Company Secretary of the Company:
| Name |
Designation |
Remuneration for Yr. 2015-16 (In Rs.) |
Remuneration for Yr. 2014-15 (In Rs.) |
Net Increase/ Decrease in Remuneration (In Rs.) |
Percentage Decrease/Increase in Remuneration |
| Kamakhya Chamaria |
Vice Chairman & Managing Director |
24,00,000 |
5,00,000 |
19,00,000 |
380.70% |
| Bhavna Jangid (till 30.05.2015) |
Company Secretary |
60,000 |
|
|
|
| Varun Kapoor (w.e.f: 01.06.2015 to 12.10.2015) |
Company Secretary |
114400 |
3,60,000 |
(75,600) |
(21.00%) |
| Divyang Jain (w.e.f. 16.10.2015 to till date) |
Company Secretary |
110000 |
|
|
|
| Total Remuneration-Company Secretary |
2,84,400 |
|
|
|
| Total Remuneration |
|
26,84,400 |
8,60,000 |
18,24,400 |
212.13% |
None of other than above cited Director(s) or Key Managerial Personnel(s) are being
paid Remuneration by any agreement or by other means.
(iii) Percentage Increase in the Median Remuneration of Employees in the Financial Year
is 10.26%.
(iv). Number of Permanent Employees on the roll of the Company during the Financial
Year 2015-16 is 250.
(v). The Explanation as to the Relationship between average increase in Remuneration
and Company Performance as: The total revenues of the Company for the year 2015-16
decreased by 14.96% as compared to the previous year. The Average remuneration of the
employees has been increased during this period by 7.93% as compared to previous year.
Considering the performance of the Company, reasonable increase in remuneration have been
granted.
(vi). The Comparison of the Remuneration of Key Managerial Performance against the
performance of the Company as:
| Remuneration paid to KMP (CS & MD) (In Rs.) |
Revenue (In Rs.) |
Remuneration (as a % of Revenue) |
Net Profit/Loss (In Rs.) |
Remuneration (as a % of Net Loss) |
| 26,84,400 |
1,092,165,009 |
0.245% |
(21,507,246) |
(12.48%) |
(vii). Variations in Market Capitalisation, Price Earnings Ratio as at the closing date
of Current and previous financial year and percentage increase over decrease in the market
quotations of the shares in comparison to rate came out with the last public offer:-
(a). Variations in Market Capitalisation & Price Earnings Ratio as at the closing
date of Current and previous financial year
| Particulars |
Unit |
As on 31.03.2016 |
As on 31.03.2015 |
Variation |
%variation |
| Closing Rate at NSE |
Rs. |
15.20 |
16.10 |
(0.9) |
5.59% |
| Standalone Earnings Per Share |
Rs. |
(0.97) |
1.62 |
2.59 |
159.87% |
| Consolidated Earnings Per Share |
Rs. |
(3.91) |
(0.44) |
3.47 |
788.67% |
| Market Capitalisation |
Rs. |
33,68,32,000 |
35,67,76,000 |
(1,99,44,000) |
5.59% |
| Price Earnings Ratio (Standalone) |
Ratio |
(15.67) |
9.93 |
(25.6) |
257.80% |
| Price Earnings Ratio (Consolidated) |
Ratio |
(3.88) |
(36.59) |
(32.71) |
89.39% |
(b). Percentage increase/decrease in the market quotations of shares in comparison to
the price per share issued by the Company in the last public offer:
| Name of Exchange where securities were listed |
Price Per share offered at time of Public offer (In Rs.) (A) |
Market Price per share as at 31.3.2016 (In Rs.) (B) |
Percentage Decrease From A to B |
Market Price per share as at 31.3.2015 (In Rs.) (C) |
Percentage Decrease From A to C |
| National Stock Exchange (NSE) |
42 |
15.20 |
63.80% |
16.10 |
61.67% |
| Bombay Stock Exchange (BSE) |
42 |
16.30 |
61.19% |
16.80 |
60.00% |
(viii). Average Percentile Increase already made in the salaries of employees other
than the managerial personnel in the last financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof: The
Average percentile increase in the salaries of Employees of Company is 7.93%, in relation
there has been variation i.e. percentage increase in the Remuneration paid to Managing
Director is 380.70% and percentage decrease in the remuneration paid to Company Secretary
is 21.00%. Accordingly, there has been an overall increase in the remuneration paid to Key
Managerial Personnel.
(ix). Comparison of the each remuneration of the Key Managerial Personnel against the
performance of the Company: Your Company has been paying Remuneration to only Two Key
Managerial Personnel i.e.
| Particulars |
Remuneration for the FY 2015-16 (In Rs.) |
% of Revenue for FY 2015-16 |
% of Net Profit/Loss for FY 2015-16 |
| Shri Kamakhya Chamaria- Vice Chairman & MD |
24,00,000 |
0.219% |
(11.15)% |
| Smt. Bhavna Jangid, Varun Kapoor & Divyang Jain- (Company Secretary) |
2,84,400 |
0.026% |
(1.32)% |
| Total Remuneration |
26,84,400 |
0.245% |
(12.47)% |
(x).The Key parameters for any variable component of remuneration availed by the
directors: There has been No such Key Variable Remuneration availed by any of the
Director of the Company, hence the applicable key parameters for any variable component of
remuneration does not ensue.
(xi). The Ratio of the Remuneration of the highest paid Director to that of Employees
who are not Directors but receive Remuneration in excess of the highest paid Director
during the year: There is no such person(s) in the employment of the Company, whose
remuneration exceeds the remuneration paid to the highest paid director of the Company.
(xii) Affirmation that the remuneration is as per the remuneration policy of the
Company: It is hereby affirm that the Remuneration paid to Director/Employees/Key
Managerial Personnel is as per the terms and conditions laid out in the Nomination &
Remuneration Policy of the Company.
(B) Information as per Rule 5(2) of the Chapter XIII, Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014
The Statement showing the name of every employee of the Company:
(a) Details of Employee(s) throughout the financial year or part thereof, was in
receipt of Remuneration not less than Sixty Lakh Rupees: There has been no such person
in the employment of the Company.
(b) The Aggregate remuneration drawn by Employee is in excess of that drawn by the
Managing Director/Whole time Director/Manager and holds by himself and his spouse and
dependents not less than two percent of the equity shares of the Company: There is no
such Person in the Employment of the Company.
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